EXHIBIT 10.22
FIFTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
FIFTH AMENDMENT, DATED AS OF AUGUST 11, 2000 (THE "AMENDMENT"), to the
CREDIT AGREEMENT, dated as of November 30, 1998, among STANDARD MOTOR PRODUCTS,
INC., a New York corporation (the "BORROWER"), the Lenders party thereto, THE
CHASE MANHATTAN BANK, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Lenders and CANADIAN IMPERIAL BANK OF COMMERCE,
as documentation agent (in such capacity, the "DOCUMENTATION AGENT") for the
Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Documentation Agent are parties to that certain Credit Agreement, dated as of
November 30, 1998, as amended by that certain First Amendment to Revolving
Credit Agreement, dated as of December 8, 1998, that certain Second Amendment to
Revolving Credit Agreement, dated as of July 16, 1999, that certain Third
Amendment to Revolving Credit Agreement, dated as of October 18, 1999 and that
certain Fourth Amendment to Revolving Credit Agreement and Limited Waiver, dated
as of March 3, 2000 (as the same may be further amended, modified or
supplemented from time to time, the "CREDIT AGREEMENT");
WHEREAS, terms defined in the Credit Agreement shall have their defined
meanings when used herein unless otherwise defined herein; and
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Documentation Agent have agreed to amend the Credit Agreement subject to and
upon the conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
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1.1. The definition of "Applicable Rate" set forth in Section
1.01 of the Credit Agreement is hereby amended by deleting the
pricing grid set forth therein in its entirety, and inserting
in lieu thereof the following:
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- --------------------------- ------------------- ---------------------- ---------------------- -------------------
ABR Eurodollar Commitment Letter of Credit
Leverage Ratio Spread Spread Fee Rate Fee Rate
- --------------------------- ------------------- ---------------------- ---------------------- -------------------
Greater than 1.00% 3.00% .50% 1.25%
4.5 to 1.0
- --------------------------- ---------------- ---------------------- ---------------------- ----------------------
Greater than 4.25 to 1.0 0.75% 2.75% .50% 1.25%
but Equal to or Less than
4.5 to 1.0
- --------------------------- ---------------- ---------------------- ---------------------- ----------------------
Greater than 4.0 to 1.0 .50% 2.50% .50% 1.25%
but Equal to or Less than
4.25 to 1.0
- --------------------------- ---------------- ---------------------- ---------------------- ----------------------
Greater than 3.5 to 1.0 .25% 2.25% .50% 1.00%
but Equal to or Less than
4.0 to 1.0
- --------------------------- ---------------- ---------------------- ---------------------- ----------------------
Greater than 3.0 to 1.0 0% 2.00% .50% .75%
but Equal to or Less than
3.5 to 1.0
- --------------------------- ---------------- ---------------------- ---------------------- ----------------------
Equal to or Less than 3.0 0% 1.75% .50% .75%
to 1.0
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1.2 Section 2.10(b) is hereby amended in its entirety to read as follows:
"(b)" During the period from October 1st through December 31st of each
calendar year, the Borrow shall repay the aggregate principal amounts
of all Revolving Loans so as to reduce, and maintain for a period of 30
consecutive days, the outstanding aggregate Loans to an amount not
greater than $30,000,000 (the "CLEAN-UP PERIOD")".
1.3 Section 6.13 of the Credit Agreement is hereby amended by replacing the
chart contained therein with the following:
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FISCAL QUARTER ENDING LEVERAGE RATIO
- ------------------------------------------- ---------------------
June 30, 2000 4.30 to 1
September 30, 2000 5.25 to 1
December 31, 2000 through Maturity Date 3.50 to 1
- ------------------------------------------- ---------------------
1.4 Section 6.16 of the Credit Agreement is hereby amended by replacing the
chart contained therein with the following:
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FISCAL QUARTER ENDING LEVERAGE RATIO
- ---------------------------------------------- ------------------------
June 30, 2000 3.00 to 1
September 30, 2000 2.30 to 1
December 31, 2000 through Maturity Date 3.75 to 1
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SECTION 2. EFFECTIVENESS.
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This Amendment shall not become effective until the date (the
"EFFECTIVE DATE") on which (i) this Amendment shall have been executed by the
Borrower, Lenders representing the Required Lenders and the Administrative
Agent, the Guarantors shall have acknowledged and agreed to the terms hereof,
and the Administrative Agent shall have received evidence satisfactory to it of
such execution and acknowledgment and (ii) the Administrative Agent shall have
received by wire transfer of immediately available funds all fees and other
amounts due and payable on or prior to the Effective Date, including, without
limitation, the Amendment Fee referred to in Section 4.1 hereof and to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower under the Credit Agreement or any other
Loan Document.
SECTION 3. MISCELLANEOUS.
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3.1 AMENDMENT FEE. The Borrower agrees to pay on the Effective
Date to the Administrative Agent for the ratable benefit of the Lenders who have
executed and delivered to the Administrative Agent by not later than 12:00 noon
(New York City time) on August 11, 2000, a counterpart to this Amendment, an
amendment fee in the aggregate amount of $55,000 (the "AMENDMENT FEE").
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3.2 EXPENSES. The Borrower agrees that its obligations set
forth in Section 9.03 of the Credit Agreement shall extend to the preparation,
execution and delivery of this Amendment.
3.3 REFERENCES. This Amendment shall be limited precisely as
written and shall not be deemed (i) to be a consent granted pursuant to, or a
waiver or modification of, any other term or condition of the Credit Agreement
or any of the instruments or agreements referred to therein, (ii) to prejudice
any right or rights which the Administrative Agent, the Documentation Agent or
the Lenders may now have or have in the future under or in connection with the
Credit Agreement or any of the instruments or agreements referred to therein or
(iii) to create on the part of the Administrative Agent or any Lender any
obligation to renew or extend the waivers contained herein. Whenever the Credit
Agreement is referred to in the Credit Agreement or any of the instruments,
agreements or other documents or papers executed or delivered in connection
therewith, such reference shall be deemed to mean the Credit Agreement as
modified by this Amendment.
3.4 RATIFICATION. Except as expressly set forth herein, the
terms, provisions and conditions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect and in all other respects are
hereby ratified and confirmed.
3.5 COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
3.6 HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
3.7 GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and the year
first above written.
STANDARD MOTOR PRODUCTS, INC.
By:___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By:___________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
Individually and as Documentation Agent
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK
By:____________________________________
Name:
Title:
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BANK LEUMI USA
By:__________________________________
Name:
Title:
HSBC USA
By:___________________________________
Title:
COMERICA BANK
By:___________________________________
Title:
FIRST UNION NATIONAL BANK
By:___________________________________
Title:
BANCO POPULAR NORTH AMERICA
By:___________________________________
Name:
Title:
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ACKNOWLEDGMENT OF GUARANTORS
Each of the undersigned hereby acknowledges and agrees to the terms of, and to
the execution, delivery and performance by each of the parties to, this
Amendment, and irrevocably and unconditionally ratifies and confirms that the
Subsidiary Guaranty to which it is a party shall remain in full force and effect
in accordance with its terms.
RENO STANDARD INCORPORATED
By:
________________________________
Name:
Title:
MARDEVCO CREDIT CORP.
By:
________________________________
Name:
Title:
STANRIC, INC.
By:
________________________________
Name:
Title:
INDUSTRIAL & AUTOMOTIVE
ASSOCIATES, INC.
By:_________________________________
Name:
Title:
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MARATHON AUTO PARTS AND
PRODUCTS, INC.
By:_________________________________
Name:
Title:
MOTORTRONICS, INC.
By:
________________________________
Name:
Title:
EAGLEMOTIVE CORPORATION
By:
________________________________
Name:
Title:
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